


An Army of Webslingers

by Totally_Not_A_Nerd



Category: Marvel Cinematic Universe, Spider-Man (Ultimateverse), Spider-Man - All Media Types, Spider-Man: Homecoming (2017), post-infinity war - Fandom
Genre: 3 Years Post Infinity War, Abuse, And it's not Tony, At my friend's request, Child Abuse, Child Neglect, Cindy Moon is Silk, Drugs, Everyone lived, Gwen Stacy is White Spider, Heavy Drinking, Iron Dad, LGBTQ Character, Miles Morales is Kid Arachnid, Oscorp is horrible at keeping spiders in cages, Other, Peter Parker and Gwen Stacy are NOT a couple, Peter Parker is Kind of A Mentor, Peter Parker is a Good Bro, There are a lot of spiders, There are many Spider-Men, spider son, sue them
Language: English
Status: In-Progress
Published: 2018-10-28
Updated: 2019-01-20
Packaged: 2019-08-09 00:00:41
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 10
Words: 17,493
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16439318
Author URL: https://archiveofourown.org/users/Totally_Not_A_Nerd/pseuds/Totally_Not_A_Nerd
Summary: Three years after the events of Thanos. Peter was doing well now, living at the Avengers Tower with Tony and the Avengers, thinking about going to college. Aunt May was doing well at her apartment, and Peter visited her every few days.But today was different. As Peter went out crime-fighting, he found that Aunt May was the victim of the crime. He couldn’t save her.But the others did.





	1. Chapter 1

**Author's Note:**

> Okay Guys! Hello!  
> This is my first Fanfic, so please be patient! I have no idea how this will end, and I have no idea on the plot, but I'll figure it out! :)
> 
> I hope you guys enjoy!

Peter was sitting at the table, eating Chinese takeout again with the rest of the Avengers that were currently at the Tower.

Tony, Steve, Scott, Wanda, Bucky, Bruce, Nat, and Clint. All surrounding a table, eating takeout. A few years ago, and Peter would have never thought this would ever happen, and he would be freaking out. But, now, it was normal.

Currently, he was talking over a new suit design with Tony and Bruce. Normal night, when he would spend a few hours working on a new suit until nine, then go patrolling until one. Then crash until ten am.

That was his plan, until he got a text on his phone.

_ Crime Warning near area “Aunt May’s Apartment”. _

“I have to go.” He said, instantly standing up.

“What’s wrong, kid?” Tony asked, knowing full well that Peter never skipped takeout.

“Crime near May’s apartment. I need to make sure she’s safe.”

Bruce nodded. “Good luck, Peter.”

“See you later!” Peter was already pulling his mask over his face and clicking on his web shooters. He always had his suit on, so he just dumped his clothes onto the floor as he made his way to the window. Janking his suit sleeves down and pulling over his gloves, he pushed the window opened, and flew out.

This was the reason that Peter loved the Avengers Tower. Last year, when they moved back into the Tower since the Compound was impractical. At first, it was really scary jumping off of the Tower, but now it was fun, thrilling.

Zipping out a web, he swung to his Aunt’s apartment.

 

______________

 

Once the apartment was in his sights, it almost made Peter pass out in horror.

The whole building was on fire.

“Karen! Why didn’t you tell me this?” He screamed at his suit.

“I knew that if I told you, your stress levels would rise, which would probably result in a panic or anxiety attack. But, if you figured it out on the way, then you would get right to the point.”

Taking a deep breath, Peter nodded. “Okay. The fire apartment’s here? What started the fire?”   
“I’m not sure, but I believe that is was a leak in a gas pipe. It seems like there are about ten people left inside the building, on the third, eighth, and tenth floor. All scattered. Everyone else is taken care of. It seems that there are others on the scene, most likely firefighters. I would recommend taking the people on the tenth floor, since they are in the most danger.”

“Thanks Karen! Can you find Aunt May?”

“I cannot tell just yet, but I’ll alert you if I do.”

Flying into the building, he noticed an young girl and a teenage boy surrounded by fire.

“Jake!” The little girl cried out, hugging the boy’s leg. “The fire’s getting close!”

“It’s okay, Gem.” The older boy said, picking the girl up. “I’ll protect you.”

Peter ran through the flames. “Don’t worry! I’ve got you!”

“Spider-Man?” The girl asked.

“Take Gem first, Spider-Man.” The boy said, handing over the girl. “She’s more important.”

“You come to, kid. I can’t leave you behind.” Peter took the girl and held out the arm to the boy. He grabbed it and the three went off.

Peter made a web trampoline, and pushed the boy off into it. Making another one, he dropped the little girl into it.   
“JAKE!” She screamed, bouncing in the web.

“I’ll get to you, Gem!”

Peter went off to the next floor. “Anymore in the top floor?”

“Nope. Five in floor eight, three in floor three.”

Then, a flash of white caught Peter’s eye. But, after a second, he just brushed it off as a figure of his imagination, since Karen didn’t pick anyone up.

Saving the people in the building, he carefully pulled the people and got them in webs. Hopefully, they could get out, but he didn’t have time to get them all of the way down. Although he wished he could have kept the two kids together.

“I have found May Parker. She is trapped in concrete, but not injured.” But, as Peter sprinting to find her, Karen spoke up. “It seems that she is being saved already.”

“By  _ who _ ?”

“I cannot read their faces, or anything about them. They don’t seem to be giving off any heat signatures. But I can see their bodies, and they still affect my signals.”

“Shit!”

Peter found his way over to the people, trying to get there in case they hurt May. But when he got there, they were both gone.

“They both are outside now, Peter. May is probably getting the help she needs. I would recom-”

“I’m checking on Aunt May.”

“Okay, most of the other victims have already been saved. I trust your judgement, Peter.”

“Thanks Karen. Make sure that the other people are safe.”

Swinging down, Peter found that May was sitting with the other victims, getting checked for burns. He recognized the little girl and her brother, being taken care of by a medic.

“Jake! It’s Spider-Man!” The little girl cried out as he hit the ground. “Thank you!”

“You’re welcome, kiddo.” Peter waved at her, smiling at her big, bright hazel eyes. Even though she couldn’t see, but Peter knew that she knew that he smiled.

“Thanks, Spidey.” The boy said, resting a hand on his sister’s shoulder. “Go do what you need to.”

Peter left the two, going back to trying to find May.

Once he finally found her, he peered from behind a truck, making sure she was okay. She was being checked by a parametric, and she seemed just fine.

Peter zipped to a alley nearby and changed back into Peter Parker.

Running back, he went straight to May.

“Aunt May!” He shouted as he got closer. May noticed him and waved him over.

“Peter!” She cried, pulling her nephew into a tight hug. “Thank God you’re here!”   
“Are you okay?” Peter asked, looking his aunt over. “Are you hurt?”

“Nothing more than a few minor burns. Thankfully,  _ Spider-Man _ saved me. But he ran away before I could thank him.” Winking, she let go. “I’m going to need a place to stay for awhile.”

Peter was confused at the fact that May thought that  _ he _ had saved her, not the other person. But, he still was able to pick up May’s hint.

“Y-you can stay with me, May.” He said, nodding for no reason. “It’s okay.”

“Thanks, Peter.” She turned to the paramedic.

“You’re good to go, Miss Parker. Just keep an eye on those burns.”

Peter began walking, gesturing for May to follow him. “Come on, I just have to make a quick call.”

Grabbing his phone, Peter clicked on the icon of a poorly drawn Ironman. “Tony?” Peter asked once the phone connected.

_ “What’s up Peter? Is May okay?” _

“Ya, May’s fine. But her apartment burnt down, and she needs a place to stay.”

_ “Oh, just bring her up here. We’ll get a room made for her.” _

“Thanks, Tony.”

_ “You know how the fire started?” _

“Karen said it was a faulty gas pump nearby. Hopefully, they fix it soon.”

_ “Hopefully. See you soon, Pete.” _

“See ya, Tony.”

The phone call ended and Peter carefully slid the phone into his pocket. He began to walk towards the street when he heard a cheerful cry.

“GWEN!” The little girl from before shouted, and Peter turned to see the little girl sprinting towards a tall, older girl with short, curly light blonde hair. Next to her was a slightly taller, Mexican/African-American boy with very short black hair, and a Spider-Man hoodie.

“Gem! Are you okay?” The older girl picked up the little girl and they hugged.

“What happened, Jake?” The tall boy asked.

“A fire started, and I was so focused on making sure that Gem didn’t get hurt that I didn’t realize that we were trapped until too late.” The brown-haired boy said, following his sister. “Thankfully, Spider-Man got us out, and a woman; dressed in a black and white suit, and having similar powers to Spidey- got us out of the webs we were trapped in and got us to the paramedics.”

“There’s three Spider-Men!” Gem cried out. “We saw a black one, too!”

“That’s amazing, Gem.” Gwen looked at Jake. “Where are you two going to go?”

“I guess we’re finally going to go to the child protective services.”

“Or you can come with me.” Gwen took a few big steps forward. “Jake, you and Gem won’t last a week in that place! It’s crazy!”

“Will Uncle Arthur let us stay?”   
“Screw him! My dad will.”

Jake shook his head. “Sorry, Gwen. But I’ll have to pass. Gem and I will figure this out.”

“But-Jake!”

“I know Uncle Arthur, Gwen. He won’t let us stay.”

Gwen let Gem down, and the little girl ran to her brother. The brother and sister duo held hands and began to walk away, all the while Peter was frozen in place, watching the blonde-haired girl fall to her knees. Peter could tell that May was watching too, and he wanted to leave, but neither could move.

“Gwen, they’ll be okay.” The boy said, patting his friend’s hair. “They’ll be safe, the gover-”

“No, they won’t!” Gwen shouted, looking straight into the boy’s eyes. “Miles, you’ve never been there. You never had to deal with the grief of a dead parent! You never had to deal with a worthless slob that called himself your father!” The girl was freaking out. “T-they were doing so  _ good _ . I just wanted them to be okay.”

After a few seconds of silence, the boy grabbed the girl’s hand. “Come on, let’s go. Let’s just...forget about this over some video games, okay?”

“Kay.” Then, they both left.

Once they were out of sight, May and Peter locked eyes.

“Did you save those two brown-haired kids?” Peter nodded. “Oh, God…” May ran a hand through her hair. “I feel so bad for them.”

“I wish we could do something.” Peter knew how the kids felt. Sad, depressed, probably. Jake? Hopeless. It was all something that Peter had gone through.

Peter and May finally made their way to the Avenger Tower.

 

_____________

 

“ _ Two _ new people?” Bruce asked, as he, Peter, and Tony were working in the lab.

May was talking to Nat and Wanda, getting to know about everything that was going on in the superhero world that Peter failed to mention. So, Peter had taken the opportunity to talk to Tony and Bruce, the two people that he felt could help with the new discovery.

“I think so. According to a teenage boy and a young girl. But, I believe it.”   
“And why’s that?” Tony asked, setting down his welding torch.

“Aunt May-she said that it was  _ me _ that had saved her from the building. But I didn’t. Someone else did.” Peter sighed. “But Karen couldn’t see anyone.”   
“Did she scan everything?”

“Yep. Nothing.”

Tony stared at the young boy. “What exactly did those kids say?”

“The boy said that after I had gotten them safely away, that a, supposedly woman, figure grabbed them both and took them to the paramedics. And that they saw another one, in a black suit. They were said to have...similar abilities as me.”

Bruce spoke up. “But, the spider bite was six years ago. Would Oscorp still be making those spiders?”

“Probably. They focus a lot on genetics. They wouldn’t stop unless they were forced to, and then they would probably just do it in secret.” Peter picked up a wrench, and tossed it in his hand. “I just wonder how.”

“Do you know if the middle school you went to still does those field trips?”   
“I don’t think they do. It costed a lot of money.”

Tony sighed. “Well, that leaves one thing.”   
“What’s that?” Bruce asked, facing the man.

“Peter goes and meet the two, and finds out if they’re doppelgangers, or if they’re legit.”


	2. Chapter 2

And that’s what Peter did.

Or, at least, tried to do.

Turns out, that these new ‘enhanced Spider individuals’, as Bruce had began calling them, were very good at hiding.

Peter had scoured the internet, trying to find any sighting on these people. There had been sightings, but none to be confirmed. Weird.

So, it was Peter’s job to, one, find them, and two, talk to them.

After Peter did his scan of these people, he decided to text his best friend, guy-in-the-chair, Ned.

_Hey, I need your help. Call me soon._

And, in just a few minutes, even though it was seven o’clock in the morning, and on a day were Ned had a nine o’clock class, the phone rang.

 _“What’s up, Peter?”_ Ned asked, seeming tired but excited and a bit worried.

“Shit, did I wake you up?”

_“No! I’ve been awake for a bit. What do you need help with?”_

“Well, there’s these...new Spiderman type of people-”

_“And you need my help finding them?”_

“Yes.”

 _“AWESOME!”_ And, even at 20 years old, Ned still acted like a young child, getting to meet his favorite superhero. _“I’ve already done a little bit of research.”_

“Spill.”

_“Well, the black one is a guy, roughly the age of 16 or 17. He has similar powers as you, but apparently, and I’m not sure, he can turn invisible and can electrocute people with his hands. The white one, a girl, roughly the same age, has almost exactly the same powers as you, although some of the powers may be weaker on her. That’s all I have.”_

“That’s great. Thanks, Ned.”

_“I can try to find other things…”_

“No, this is enough for now. Get ready for class, Ned. I’ll talk to you later.”

_“See you, Peter!”_

___________

 

Peter suited up, and began swinging around the city, trying to find any sign of these new ‘enhanced Spider individuals’. Such a stupid, stupid name. He was going to change it.

Spider children? Nah, he didn’t know their ages.

Spiderlings? No, too weird.

Oscorp’s Spider Food? What the hell…?

Araneae? No, stupid Latin scientific names wouldn’t work.

Maybe he would have to go for Spiderlings.

Damn.

Well, back to work.

It was noon, and he was getting pretty hungry. He knew perfectly well that he could go anywhere and get free food, but he hated abusing that power. Well, just this once.

Delmar’s.

Knowing it was close by, Peter just quickly swung down and around the corner.

Once he landed in front, everyone nearby watched as Spider-Man walked into the small street-corner deli.

“Spidey!” Mr. Delmar said, happily. “The normal, I presume?”

“Yes. Thanks, Mr. Delmar. And, sorry, I can’t pay this time.” Peter’s hand went to his neck. “I’m in the middle of something, and got hungry.”

“Well, I hope your thing goes well.” Mr. Delmar slid over two smashed sandwiches and a orange soda. It was almost the same thing he got when he came as Peter. Just Spider-Man got more of it.

“See you later, Mr. Delmar!”

Peter left the deli, looking for a good spot to eat when he heard familiar voices.

“Miles, I’m going to get in trouble!”

“Don’t worry, I’ll just say that we got lost, dodging a big fight.”

Peter turned to see the two teens from the day before. The blonde one was trying to pull herself away from the boy, Miles. Peter had an idea.  
“Hey!” He said, pointing to them. “You two! Come here for a sec.”

After looking at each other for a second, the two jogged over.  
“What do you need, Spider-Man?” The girl asked.

“I need to find a few people, that don’t want to be found. Have any recommendations on who I can ask?”

Miles spoke up. “Who are you looking for?”

“The white and black Spiderlings.” Shit, it stayed.

The boy’s eyes lit up. “Oh! I can hack into the camera’s of their last known location!” He said, hurriedly. The girl sighed.

“Well, _I_ have to go home, or my uncle’s going to kill me.”   
Peter looked at her. “Can’t you just tell him that you’re helping Spider-Man?”   
“He doesn’t like you. He actually really, really hates you.” Smiling, the girl crossed her arms. “Sure, I’ll help. Just to spite him.”

The two kids looked at each other again, and they both nodded, somehow having a internal conversation.

“Cool, cool. Can you tell me your names?”

“I’m Miles,” Miles said, and then he pointed at the girl. “And that’s Gwen.”

“Nice. Now, let’s get moving. I have an idea where the Spiderlings were.”

“Spiderlings?” Gwen asked as they began to walk.

Peter sighed. “It just came out. It’s weird, I know.”  
“I think it’s stupid, but please keep it. I want to see it in newspaper headlines. Just imagine, _The Three Spiderlings Save the Day Once Again_. Perfect.”

The three joked around about the headline as they approached an alley where it was said that the two other Spiderlings had been.

“Hey, Miles, can you check the cameras? I’ll get you up there.” Peter looked at the boy, but he was already climbing the fire-escape.

“I got this, Spider-Man!” Miles quickly scrambled up the ladders, and began to fiddle with the camera.

“Is he going to fall?” Peter asked Gwen, who was standing with her arms crossed.

“No. He’s been doing this since he was two. He won’t fall.” Her eyes were filled with light, and a faint happiness.

“How long have you known each other?”

“Our mom’s were friends. Miles, he’s two years younger than me. I met him shortly after he was born. We grew up together.” A faint smile met her lips. “He’s like a little brother. And all I have.”

“And you let him do that?”  
“I’ve done worse.”

Miles chirped up. “There’s nothing here.” Quickly, he climbed down. “Any other places?”

“Not that I can think of. Sorry for wasting your time, guys.”

“Tis okay, Spider-Man.” Gwen said. “Anything that could help the public.” She gestured for Miles to follow her. “We better get going. Our parents might begin to worry.”

“Well, it was nice meeting you both.” Peter said, waving as they left.

“You too, Spidey!” They both said in unison.

_________

 

Later that afternoon, Peter was on patrol, hungry but knowing that it was the right thing to do. He’d go back to the Tower later, and eat dinner. Smart Peter.   
He also wanted to talk to May, make sure she was doing okay at the Tower.

After stopping a mugging, giving a lady directions, and helping a few kids get back to their apartment, Karen alerted Peter of a bank robbery. A pretty nasty one, at that.

“The other ‘spiderlings’ seem to already be there.” Karen pointed out, as Peter landed in front of the building. “I recommend that you observe them and try to talk to them.”

“Sure. Good idea, Karen.” Peter smiled, looking at his web shooters for a second. “I’ll try and make friends.”

“I know you need more.”

“What was that?” Peter snapped, holding back a laugh.

“What was what?” Leave it to Tony to make a sarcastic A.I.

Sighing, Peter ran right through the broken glass, and joined the other Spiderlings in the robbery.

Spiderlings. That...was actually pretty funny.

After punching one of the still-standing robbers, he glanced around to see the white and black girl jumping off of the wall and kicking a guy in the stomach. Owie, that must of hurt.

There was no sign of the guy.

“Hey, a little softer, miss.” Peter chimed, webbing a guy to the ground. “We aren’t in Assassin’s Creed.”

“Really?” She replied, in a gentle but heavily sarcastic voice. “That’s an amazing discovery, Spidey.”

“Duck!” A guy’s voice cried, and Peter fell to his knees as a body was flung over him. A black and red suited guy flipped over Peter. “Hello, Spider-Man. Decided to help?”

“Looked like you needed some help.” He pointed to a bit of blood that was oozing out of the side of the guy’s suit.

“Just a scrape.”

The woman swung in and grabbed the guy by the his suit and pulled him away. “There’s only a few guys left. Stay if you’d like, Spidey.”

She knocked out another guy and webbed him to the wall. The guy disappeared and reappeared to shock a guy and web him to the ground. Peter stood up and joined the fun, moving quicker and more experienced-like, but he’d been doing this for six years. It was normal. They were new to this.

Once everyone was down, Peter looked at the other two. “So, how long have you two been doing this?” He asked, casually.

“A few months.” The woman replied. “Why do you ask?”

“You guys are much better than when I started.”

“That’s because you sucked.”

“ _Hey_.” Peter couldn’t help but smile. He already liked the two Spiderlings.

The guy tapped the woman’s shoulder. “We should get going.”

But, as the two turned to leave, Peter interrupted them. “I would actually like to talk to you. Make sure you’re taking care of yourselves, with the spider bite and all that.”

The girl turned around. “We’re doing are best with what we have.” She took a few steps forward, and rested a hand on Peter’s shoulder. “And don’t think for a second that you aren’t just going to sell us to the Avengers. We’re not idiots, Spidey.”

With those words, Peter froze.

 _Was he trying to sell them to the Avengers?_   
In his hesitation, the two were gone.


	3. Chapter 3

“God, Gwen, that was close.” Miles said, through the mask comms, but she wasn’t really paying attention.

“I need to get home, before Arthur gets on me.” She replied, glancing at Miles as they swung randomly.

“Sure. Let’s go home.” Miles adjusted their course. “I don’t want you getting in trouble.”

“Thanks, Miles.” They were quiet for a second. “You gonna stay out?”

“Na. I don’t think I’d really be able to go out without you.” She heard a smile in his tone. “We’re a team, remember? I can’t go without you.”

“Spider-Man works alone.”

“We aren’t Spider-Man, though. We’re White Spider and Spy-D.”

Gwen laughed. “No, you’re Kid Arachnid.”

“I hate that name.”

“You know, that’s why I call you that. At least, the press will call you that. Spy-D makes you sound like a spy for S.H.I.E.L.D.” Gwen laughed, landing on a building and sprinting off the other edge. “And you don’t work for S.H.I.E.L.D.”

“I don’t want to be invaded by H.Y.D.R.A.”

They had reached their apartment building. After the fire at that one building, it had been a little scary going to their own, and Gwen knew that Miles had been nervous, but Gwen didn’t really care about that.

Once the two had gotten to Miles’s second floor apartment, they were quiet for a second, before Miles patted her shoulder.

“Be careful, okay?” He whispered.  
“I’ll try. See you tomorrow, Miles.”

“See you.”

Miles walked into his apartment, giving Gwen one last worried look before shutting the door.

Miles was right to be nervous, to be worried. But he also knew that Gwen could handle herself, at least, mostly.

Sighing, Gwen slowly walked up the three more flights of stairs, not wanting to use the elevator, since she didn’t want to go home.

_Just one more year, Gwen. Then you can just move in with Miles._

_Just one more year._ _  
_ _One. More._

Finally, she got to her apartment.

She opened her door.

No one was home. It was 5pm. Uncle Arthur would be getting off from work in an hour, and Dad was probably at the bar. Again.

Quickly, Gwen jogged into her kitchen and dug through the fridge, finding leftover pizza. It was stupid, and she was going to be found out, but she was starving.

Ever since the spider bite, she had to eat more. Well, she always had to eat more, but now it was worse. Much worse. She couldn’t get enough food off of Miles these days, and she knew that he wasn’t eating enough.

Shoving the pizza in her mouth, she finished it in three bites. Then she walked into her room and began to study for a test that she already had memorized.

After a while, there was a knock on her bedroom door. “Gwendolyne…”

Instantly, she jumped up and opened the door. “Yes, sir?” Uncle Arthur was a tall, broad-shoulder man, with dark hair. Much unlike Gwen.

“Have you been working on your homework?”

“Yes sir.”

“Have you studied for your tests?”

“Yes sir.”

“Have you eaten anything?”

“No sir.”

“Are you hungry?”

“No sir.”

Arthur nodded. “Good girl.” He ruffled her hair, and she just wanted to break his hand. “I’m going to make something. Be a good girl, and maybe I’ll share.”

“Yes, sir. Thank you, sir.” Gwen bowed her head a little bit, and walked into her room. Shaking slightly, she opened up her history textbook and began studying.

Her phone buzzed quietly. Quickly, she opened the message.

 

_Miles-_

 

_We’re in the news!_

 

There was a link, so Gwen clicked on it.

It talked about the new Spiderlings. It explained about everything that Spider-Man would had seen. He’d probably told the press.

Quickly turning off and hiding her phone, she went back to studying. Reading, memorizing, learning.

For hours.

She wasn’t given dinner. Damn.

At 8pm, Gwen carefully opened her door. Arthur was watching TV, and completely ignored her as she walked to the bathroom. She didn’t need to use the bathroom, but it wasn’t her room.

She curled up on the floor, resting her face on her hands. She needed to get out of this hellhole.

There was a small vent, to leave the room. She could get in it. She looked up, giving it a hard stare.

No. Not today. Not yet.

There was a loud knock on the door. “Gwendolyne…”

She shot up and flushed the toilet, then opened the door. “Sorry, sir, I had to use the bathr-”

“GO BACK TO YOUR ROOM.”

“Y-yes sir.”

She tried to squeeze past, but Arthur grabbed her by the neck. “Don’t leave your room again. Understood?”  
“U-un-” Gwen tried to reply, but her air was being cut off, and she could barely breathe.

 _“UNDERSTOOD?”_ He whispered, horrifyingly.

“Understood, sir!” She was dropped, and she panted as she sprinted into her room and shut the door. Tumbling onto her bed, she gently wrapped her hands around her neck and worked on her breathing. God, it hurt. A few tears fell down her face.

“M-Miles...” She muttered, pulling her blanket over her face, letting the tears of all ten years fall. “Pl-lease…”

Her phone was out of sight, but she wanted it. She couldn’t last another year!

She couldn’t…

Slowly, she fell asleep, still crying.

 

____________

 

Miles waited outside his apartment, backpack on his shoulder as he waited for Gwen to appear.

When she finally did, she was wearing a small jacket with the hood up and it zipped up all the way. Something had happened last night. But, he wouldn’t pry. She wouldn’t talk about it, anyway.

He handed the girl the daily lunch that he always gave her. “Ready?”

“No.”

They began to walk to their school. Glancing over at her, he saw a faint mark on her neck.

“Gwen?” He asked, very quietly. He wanted to brush her hair and hood back, to get a better view. But, he resisted.

“Ya?”

“What is that mark on your neck?”

Her cheeks turned pink, and she quickly covered her neck. “It’s nothing.”

“Gwen…”

Her tone turned dark. “I _said_ it was nothing.”

Miles pulled her into an empty corner, and pushed her against the wall. Pulling her hood off, he gasped at her bruised neck. It was only a little purple, due to her quick healing, but it was still bad.

It had to be Arthur. Arthur had choked her.

“I’m going to kill that bastard.” Miles whispered, pulling the smaller girl into a hug. She brought her arms around him, and began to cry.

“M-Miles…” She sobbed, hugging him tighter than most people could stand. “I-I-I don’t want to go back…”

“Then don’t.” His hand went to her hair. “Just don’t go back. Stay at my apartment.”

“Ar-rthur-”

“Fuck him. I don’t care anymore, Gwen.” He pushed her, gently, back so he could see her eyes. “I should have called the cops on him years ago. But, if he takes _one_ step into my apartment, I’ll kick his ass.”

“Thanks.” Her eyes were red, and wet. But, there was a sad smile.

Miles wrapped an arm around his friend’s shoulder. “Let’s go.”  
They were quiet, as Gwen wiped her eyes and sniffled every few seconds. Miles smiled softly at the girl.

She was 17, two years old than himself. She had been his first friend; almost his sister. But, sometimes it felt like Miles was older. She had always been more emotional, and had always had that spark in her eyes. But, she had an excuse. And Miles would stand next to her, forever.

No matter what the people said, he would always be there. Always.

 

_______

 

Peter sat with May, watching a old scary movie that she seemed to like. Peter hated scary movies, but he always made May happy.

Along with them, was Steve, Clint, and Nat, eating popcorn. Strangely, May didn’t care about the Avengers. They were just normal people, to her. Not the amazing heros that Peter had looked up to as a kid.

After a bit, there was a tap on Peter’s head. Looking up, Tony was waving at him to follow. So, Peter followed, knowing that Tony wouldn’t have interrupted them if it wasn’t important.

They got to the kitchen, a laptop on the counter. Peter sat in front of it. On the screen, was a YouTube video, with the Spiderlings front and center.

“The video shows an area that the Spiderlings may live.” Tony whispered, as the video played. “We have to find them, make sure that they don’t work for Oscorp.”

“They aren’t going to follow us.” Peter replied. “They...they know that we’re looking for them.” The girl did, at least.

“Then don’t be Spider-Man.” Tony sat across from Peter, as Peter watched the video. “Meet them as Peter Parker. Bring them here, I just want to talk to them.”

“They still will know me. They aren’t idiots.”

Tony sighed. “Try to figure something out, Pete. I just want to make sure that they aren’t against us.”

Peter’s gaze landed upon his mentor. “They aren’t.”

“How do you know?”

“Because they’re like me.”

“Kids.”


	4. Chapter 4

**Summary for the Chapter:**

> Thanks for all of the Kudos! It may seem like a little, but it means a lot!

The chilly wind had began to blow as Gwen and Miles, along with their other friend, Hobart Brown, left school. Hobart was the LGBTQ idol of the school; punk, always looked badass, has dated/asked out almost everyone he’s met (besides Miles and Gwen), and was 100% chill. Even the anti-gay kids liked him.

“Aye, Miles! Gwendy!” He said as the three made their ways home. “Ya two gonna be able to go to my party?”

Gwen smiled widely. “Not me. Sorry, Hobie.” She pulled up the huge hood on her sweatshirt. “I have homework.”

“Maybe.” Miles kept his eye on Gwen as they began to walk. He couldn’t get the scene from the morning out of his head. “I have a shit ton of homework, too.”

“Well, damn.” Hobie wrapped his arms around the two. “Well, ‘Gwendy’s homework’,” he stared at Miles, with a smile on his face, “I hope you enjoy your time.”

“We’re still not dating, Hobie.”

“But I have a ship name already! Milen!” Hobie shouted to all of the passersby. “Y’all better ship it! It’s better then REYLO!”

They got many stares.

“Shut up.” Gwen hissed. “Before I shove you into a trash can.”

Hobart laughed. “Fair deal, Gwendy. New York trash cans are the  _ shit _ . Pun intended.”

The three joked on their way to the two towering apartment buildings.

“And this is where we go our separate ways.” Hobie patted both of his friends on his head. “Goodbye, my friends. I shall look forward to tomorrow.”   
Waving, Gwen and Miles walked towards their apartment building.

The two were standing just a few inches apart, when Miles tripped over his shoe, and brought Gwen down with him.

They landed in a tangle of limbs. Locking eyes, they looked at each other before bursting out in laughter. They stood up, and dusted off their clothes.

“That was...really freaking stupid.” Gwen said between quirky giggles. She pulled her backpack back over her shoulders and waited for Miles to calm down.

Miles glanced at her head. “Hold on.” He grabbed his backpack and pulled out a tissue. “You have a cut on your forehead.”

“Thanks Miles.” She found the cut on her head and pressed the tissue over it. They walked insides, knowing full well that they had just wiped out in front of a lot of people, and had laughed it off. But they would understand.

Like every day, they both walked to Miles’s apartment. The great mood had faded away when they were at his door.

“Gwen-”

“I’m sorry Miles, but you know the answer.” They looked at each other for a second. Miles was surprised to see no hurt, deep look in Gwen’s eyes. Instead, there was a tough light, but with her normal spark.

“Have a plan?”   
“Just optimistic.”

Miles patted her shoulder. “Good luck, then. See you tomorrow!”

“Later!”

Miles opened his door as his friend ran up the stairs. Glancing around, he saw a man with curly brown hair and a blue jacket, playing on his phone. But Miles knew that the man had snuck a glance at Gwen.

With furrowed eyebrows, Miles walked into his apartment.

 

_______

 

Peter had gotten to the apartment building that, supposedly, held both Spiderlings. Since it was his job to find them, he setted up in the lobby at about 2pm, knowing that they were probably still at school.

At about 3:30, he saw two kids trip on the sidewalk. He recognized them as the two who had helped try and find the two Spiderlings. Gwen, and Miles.

They were laughing as they walked into the building. The blonde’s eyes were lit up, like diamonds, and the boy was grinning widely.

Now, Gwen had a tissue on her forehead, and they were walking up the stairs. Out of curiosity, Peter followed them, up a flight of stairs.

He pulled out his phone and pretended to play a game as he watched the two stand at a door.

“Have a plan?”

“Just optimistic.”

Peter took a quick glance to watch the two say their goodbyes, before Gwen ran to the nearest staircase, and disappeared. Quickly, he stared back at his phone. But Miles had seen him watching. Thankfully, the younger boy just walked into his apartment.

Peter thought about following Gwen, but dismissed it, just playing on his phone and waiting for something to spike.

A few hours later, with nothing out of the ordinary, there was a sharp prick at the back of Peter’s neck as he heard quick footsteps tumbling down the stairs. Instantly, he watched the steps.

Gwen, with a bloody cheek, flew off the stairs and in his direction. As she flew by, Peter grabbed her arm. He was met with much resistance, and it took him a lot of strength to hold the scared girl back. The girl’s diamond eyes met his, and he saw fear, and pain.

“Let go!” She screamed, trying to pull her arm away. “I have to go! Let go of me!”

Peter starred in her eyes. “What are you running from?”

“It doesn’t matter.” A older man said, and both turned to look at him. 

He wore a navy blue sweatshirt and grey sweats. “Gwendolyne. Come back. We need to talk.”

“I’m not going with you, asshole!” She screamed, trying to break Peter’s grip. “LET ME GO!” 

Peter let go of Gwen, and walked towards the man. “What do you want with her?”

“It’s none of your business, kid.”

The older man was shoved from the side. Miles had come, and was staring at the man with flaming eyes. “No, it is our business. Spill, Arthur.”

“It’s you!” The man, apparently Arthur, stood back up and grabbed Miles’s collar. “I swear, you mess with my niece-”

“YOU TOUCH MY FRIEND AGAIN AND I’LL KILL YOU MYSELF!” Miles punched the man in the face, and Arthur was out cold. 

But the victory was short lived when there was a loud scream.    
“Gwen!” Miles sprinted toward the scream, and Peter followed him. 

Gwen was being cornered by another man, her face covered in even more cuts and bruises. Her wide eyes suddenly squinted, and ran up to him to shove him onto the floor. Her tangled hair flew around her face as the man fell to the floor.

The man coughed. “G-Gwen…”

“Get away from me!”

Miles sprinted to her side, and stared down at the man.

“M-Miles Morales.” The man hissed, struggling to stand up. “I can bring hell upon your family with a snap of my fingers.”

“And I can throw you in prison for child abuse and neglect.” Miles replied, staring daggers at the man. “Maybe I will. You and Arthur.”

“You wouldn’t dare. Oscorp will find you.”

“And you can spend years in jail.” Miles pushed the girl a bit behind him. “I’m done caring.”

Peter walked over to the teens. “Should I call the police?”

“Please.” Miles replied. He looked at Gwen, who was bleeding and almost in tears. “I...I’m going to go outside with her. Hey, what’s your name, mister?”

“Peter Parker.”

“I’m Miles. And that’s Gwen.” Miles wrapped his arm around Gwen. “We’ll...be back. I’m sorry you had to get into this mess.”   
“Hey, it’s important. I’m happy to help you get through this.” Peter was already pulling out his phone and typing 911. “You guys will be okay?”

“Gwen will just move in with me.” Miles began to walk down the stairs. “See you later, Peter.”

The two left the area, and Peter told the cops about what had gone down. Soon, they came and arrested the two men. Then a few walked up to Gwen’s apartment and searched the place.

A bit later, Miles and Gwen walked back inside. Gwen had been checked up by a paramedic, and now had a wrist cast and a bunch of bandaids across her face.

“What are you going to do, Gwen?” Peter asked softly, seeing that she seemed disturbed from this. 

“I’m going to live at my apartment.” She replied quietly. “And Miles parent’s will be paying my rent until I finish high school.”

“That’s great.” Peter smiled. “I have to get going. See you two later.”

“You too.” Miles and Gwen replied, and Peter left. 

But instead of going back to the tower, he sprinted up the stairs into Gwen’s apartment. He knew the number, due to the conversation between the officers. 

Once he found the room, he slowly turned the knob. It was unlocked, so he walked in.

The apartment was a mess. Trash everywhere, beer cans and broken bottles.

_ How could anyone live here? _

He walked around, looking into the rooms. There was two, a large one with two small beds, and a tiny one with a bed, a dresser, and a desk. 

The small room was tidy, a few school books and papers on the desk. The bed had one small blanket on top, and one pillow. The dresser was shut, and Peter opened them.   
There was only a few pairs of clothes in each. Shirts, jeans, pajamas, underwear, socks. He gently shut the drawers.

He searched the room, looking for any sign of a Spider suit. He knew that Gwen was the white spider. And Miles was the black spider. Only they could have the strength to take down those men without struggle. But he had to find proof.

After a few minutes of searching, he found a secret lach in the closet. Opening it, he found not only the white suit, but the black suit, and a red and blue suit, much like his.

The front door opened. Quickly, Peter closed the lach and climbed out the window, crawling up the wall. He changed into his suit and swung home.

Once he was back at the tower, he told Tony what had happened. 

“Well, give the two time before you confront them.” Tony smiled slightly at the young man’s expression as Peter explained.

“When should I, then?”

“Maybe next time you seem them in their suits. Then you know that they’re fine.”

Peter smiled. “Okay. Thanks, Tony!”

“Thanks for finding out who they are. We’ll keep an eye on them.”


	5. Chapter 5

**Notes for the Chapter:**

> This chapter is a lot longer than the others. But that's good.   
> It's the entrance to the real angst.

When Gwen and Miles finally walked into Gwen’s apartment, Miles cringed when he saw the state of the place. Broken glass, trash everywhere, and the smell!

“We should probably clean this place up.” Gwen said softly, walking over to the kitchen.

“How long has it been this bad?” Miles had only been to the apartment for the first two years of Gwen living there. Then he wasn’t allowed back in.

“Years.” She grabbed a broom and a few garbage bags. “Let’s work in here first. I’ll get the glass.”

Miles grabbed one of the garbage bags. “Kay.” The two began working, in silent. They worked with sluggish movements, since it was 8pm and they were already tired.

Gwen swept shards of glass into a pile, then sweeping them into the dustpan and dumping them in a bag. The bigger shards she just picked up and sat in there. Miles walked around and grabbed a bunch of paper bags, beer cans, plastic stuff and a bunch of other strange things. 

Gwen yawned, and looked at the time. 8:30. Looking around the room, it was still trashed, but it was better. 

“Miles, can we work on this tomorrow?” She asked, looking at her younger friend. Miles set down the bag and looked at her.

“Sure. You want to stay here? Mom said that you can stay at my place.”

Gwen thought for a second. “Ya, that probably would be better. Let’s go.”

She tied the glass-filled bag and left it against the wall, and the two walked down the stairs to Miles’s apartment.

Opening the door, Gwen was met with a tight hug from one of her favorite people in the world, Rio Davis.

“Oh, my little girl!” Rio said, in a worried voice. “I haven’t seen you in forever! Are you okay?” Now she was being held at arm’s length. “Did that asshole hurt you?”

“I’m fine, Rio.” Gwen replied, smiling. “Is it fine if I spend the night here?”

“Of course, kiddo! I’ll go grab some blankets.” Rio let the girl go and went to a nearby closet. “Oh! Jeff’s going to get here soon. He got hung up on a case. And if you guys are hungry, there’s biscuits in the kitchen. Homemade, just like the ones Helen used to make.”

“Thanks, Rio!” Both Gwen and Miles walked into the kitchen, and were met with a pile of amazing looking golden biscuits. Instantly, Gwen took one, taking a big bite.

“Mom makes these a lot.” Miles said, taking one himself. “But they never last long, considering I eat, like, six in one sitting.” He ended the sentence by laughing. Gwen took the plate, with a smile on her face.

“So you don’t need these…”

“Hey!” Miles jumped forward, trying to grab the plate. But Gwen grabbed the plate off of the counter and walked to the table. 

She threw one of the biscuits at Miles, and he easily caught it. “Be nice, and you can have more.” He sat in the chair across from Gwen, and they began to joke around, forgetting the events of the day in the way only teens could.

They didn’t hear the front door open, and didn’t realize that Jeff had gotten home until he walked into the kitchen and ruffled Miles’s and Gwen’s hair, like he did when they were younger.

“Nice to see you, kid.” Jeff said to Gwen, grabbing the last biscuit on the plate. “Been awhile since you’ve been here.”

“Nice to see you too, Jeff.”

“Did Greg tell you about the conditions?”

“Yep. You guys are paying my rent until I graduate. Thanks, by the way.”

Jeff smiled. “It’s nothing.” Then he looked over at Miles. “You know what's going on too, son?”

“Yes, Dad.” Miles smiled. “I’m helping Gwen clean out her apartment.”

“It’s nice to see you two hanging out outside of school.” Rio walked into the room. “But it’s almost ten. You two should go to bed. Gwen, are you fine with sleeping on the couch?”

“It’s perfect, Rio.” Gwen stood up, and got a glass of water. Jeff and Rio went off into their own rooms, and it was just Gwen and Miles.

“Are our suits safe?” Miles asked quietly, moving to stand next to her.

“Perfectly safe. Nothing’s going to happen. Hey, you want to go patrolling after school tomorrow? Maybe for an hour or two?”

“Sure. See you in the morning, Gwen.”

“Night, Miles.”

 

_______

 

The next week was pretty peaceful. Gwen spent the rest of the nights at her apartment, and she and Miles had finally fully cleaned it out. Gwen was given a few more blankets, and Rio had found a coat that Gwen could use once winter came.

With the now-empty space, Gwen was able to work on the suits. There was a bunch of holes in them, and she was getting pretty good with a needle. She also connected the suit to her laptop and was able to program a bunch more protocols, and she was to update the comms and scanners. Oh, and she did her homework, which was simple.

And, every afternoon, she would go out with Miles and do a bit of patrolling. She was a bit wary about finding Spider-Man again, so they didn’t do anything big, but they still helped people. And that’s what mattered.

When the weekend came by, Miles was going over to Hobie’s and they were going to watch sports. Gwen hated sports, so she didn’t come along. Instead, she decided to go out patrolling, alone. Her first time.

She was wearing her prototype web shooters, ones that were refilled by the moisture in the air. So, as long as they weren’t in a desert, she would be able to swing forever. 

It was so tempting to pull off her mask and let the cool October wind blow through her hair, but she had to keep her identity safe. But, swinging was just so fun!

She tumbled into a mugging, and waited on a rooftop until the perfect chance to strike came and she zipped down, knocking a guy flat on his face.

Gwen bolted back up and grabbed the two people being mugged, a little child and what looked like her mother, and pulled them to safety as she webbed guys back. “Stay here!” She whispered, and when the child began to whimper, Gwen patted her head and said, “Don’t worry. I’ll keep you safe.”

She sprinted back to the muggers, using her webs to tie them up and stick them to the walls. Soon, everyone was taken care of. Gwen walked back over to the child and mother.

“You guys are okay now.” She said softly, changing her voice moderator to something more soothing. It made the mother step out, holding her child in her arms.

“Th-hank you miss.” The woman said, as Gwen helped pick up all of the stuff that the family had lost.   
Gwen smiled. “It’s nothing, ma’am. Just doing what’s right.”

“Spider Girl!” The little girl cried out, waving.

Gwen laughed. “White Spider, kid. Well, it was nice to meet you. Have a good day!” With a final wave, Gwen shot a web at the roof and swung off, finding a new crime to stop.

After a few hours, the girl had stopped another mugging, a robbery, and a man trying to steal a little boy’s puppy. She had punched that man extra hard. No one tries to steal a puppy. That’s just cruel, even for a bad guy.

She found a nice looking area on a rooftop and decided to sit down. She was starving, but she didn’t have any money on her at the second. So Gwen settled with leaning against a heater and closing her eyes.

“Fancy meeting you here.” A man’s voice said after a few minutes.

“Eff off, Spidey.” She complained, not even opening her eyes. “I’m tired.”

Spider-Man laughed. “Ya, I heard you yawn from a mile away. And I heard your stomach growl. Want to go get lunch with me?”

She opened one eye. “You asking me out on a date?”

“W-wha-t? No…” He replied, embarrassedly. “You seem hungry, and your partner isn’t here, so…”

“Sure.” Gwen smiled and stood up. “I am hungry. Where we going?”

“Well, you know...the Avengers?”

The grin on Gwen’s face fell. “So, you’re turning me into the Avengers, huh?”

“No! No. To-Stark wanted to meet you and your friend. And, I didn’t want to take both of you, and I found you alone, so I just wanted to see if you’d want to come.”

“Fine. But I’m not telling anyone who I am.” She crossed her arms, as if to say that was concrete. 

“Of course, we don’t expect you to. We just want to know who else is defending this city.” Spider-Man held out two tiny pieces of metal. “Comms. In case we get seperated. And there’s one for your friend, if he ever needs is.”

“Thanks.” Gwen grabbed them, slid one into her near-indestructible pocket in front of her heart, and slid the other in front of her visors. A new comm channel opened up, and she blinked at it, opening it up and replacing the one that she used to talk to Miles on.

“Is it working?” Gwen asked.

“Yep! Let’s go!” Spider-Man launched himself off of the building, and Gwen quickly followed. They began swinging to the Avenger Tower.

“Hey, how did you make your web shooters?” Spidey asked as they swung.

“I don’t remember all of it, but it can adjust atoms to form them into a sticky substance, just like the webs I use for my normal shooters, although the ones I normally use are pre-made. These ones are made from the elements in the air, like oxygen, nitrogen, and carbon dioxide. But it doesn’t work if there’s a absolute humidity of less than two grams” She flexed her wrist a bit. “These are just a prototype.”

“That’s amazing. How the hell did you come up with that?”

“I don’t like making web fluid every few weeks.”   
“Fair.”

They got to the Tower. One of the windows at the top was open, and the two climbed through. Once they were inside, Gwen couldn’t help but gasp at how amazing the interior looked.

“Isn’t amazing?” Spidey said as they began to walk down the hall. “That was my reaction when I took my first step in, and, like, for the next few years after.”   
“I’ve always dreamed of being in here.” Gwen replied, happily. “Now, it’s just crazy.”

“I don’t mean to pry, but how old are you?” Spider-Man asked. “Not like, exact age. But, like, middle school? High school? College?”

“High school.” She looked at him. “And since you’ve been Spider-Man for, what, six years? I’m guessing you’re college age.”

“Correct. In here.” Spidey turned into a huge kitchen, and there was a bunch of different things laying on the counter, and Tony Stark, along with Bruce Banner, sitting at a table.

“Holy shit!” Gwen whispered. “Uh...Hello, Mister Stark, Doctor Banner. I-It’s nice to meet you.”

“Please, it’s Tony and Bruce.” Doctor Banner said, calmly. “As you probably know who we are, we’ll just do a small introduction. I’m Bruce Banner, also k-”

“You’re the amazing multi-scientist! Seven PHDs, including biology, chemistry, engineering, and nuclear power! You, sir, are one of the brightest men to ever walk the Earth, and I have admired you for years.” She couldn’t help it; Gwen had been researching Doctor Banner’s works since she started middle school, and still did whenever she could. She had to fangirl.

Doctor Banner, Mister Stark, and Spider-Man all looked shocked. “Wow, kid.” Doctor Banner said, blinking a few times. “That’s...amazing.”

“What about me, kid?” Mister Stark asked, leaning his elbows on the table. “What do you think about me? You another Anti-Stark?”

Gwen laughed. “Hell no! You are amazing, too. Brilliant engineer, billionaire, a normal human that became a superhero! No genetic modifications, no alien blood, just brains and money. I remember when you were once called, ‘The Merchant of Death’, and while you did terrible things, I believe you grew from that.”

All of the men watched in silence for a minute, until Gwen’s stomach growled. Then, Spidey spoke up. “Well, miss, you must be hungry. There’s burgers, salads, all types of things you can choose from. We weren’t sure what you liked, so we got everything.”

Gwen grabbed a chicken salad, and sat at the table with the amazing scientists. Now, Gwen was the genius of her school, but being around these amazing people made her feel as dumb as a 5-year old. 

Pulling up her mask enough to let her be able to eat, she took a bite of her salad. The other three watched her, taking small bites of their own foods. But they all watched Gwen.

“Okay, this is weird. What is the real reason you wanted me here?”

“We want to make sure that the new crime fighters are actually crime fighters.” Doctor Banner stated, taking another bite of his sandwich.

“What did you think we were, Doctor Banner? Oscorp spies?”

“Your powers were given to you from Oscorp, right?”

“No. My uncle took me and my friend on a tour of the Oscorp Bio-Labs. There, I was bitten, and so was my friend. Two months later, we left our apartments for the first time as White Spider and Kid Arachnid.”

“Kid Arachnid?” Spider-Man asked, seeming confused.

“Ya, he’s a few years younger than me. I made it to be funny.” Her voice shrunk as each world was said. “That was actually...pretty stupid.”

Suddenly, she got a announcement in her comm channels. Opening it, it looked like Miles was online.

“Hold on.” Gwen stood up and pulled her mask back down, switching the comm channel to her main one and turning off escaping sounds.

“Gwen! Where the hell are you?” Miles asked, freaking out.   
“Miles! I’m fine. Calm down.” Gwen rolled her eyes. “I went out-”

“Alone?”

“I’m not that hopeless, Miles. Anyway, I went out, and Spider-Man asked me to eat lunch with him, and now I’m at the Aven-”

“ _ You’re at the Avenger Tower?” _

“Yep. Cool, ain’t it?”

Miles was still freaking out.  _ “There’s a shock wave going there right now! Get your ass out of there!” _

The comm shut off. Gwen pulled her mask back up, and faced the men at the table.

“Evacuate the building. Something’s coming.”

A sharp pain flared in Gwen’s neck, and the building shook.

 


	6. Chapter 6

**Summary for the Chapter:**

> I AM SO SORRY  
> I am a terrible writer, and rarely finish what I work on.  
> It's been a long time, but I have brought out a new chapter!
> 
> Sorry that it's so short! I'll work on longer ones, and I'll try to be more consistent. 
> 
> Hope you Enjoy!

Miles had seen the shock waves as he was walking into Gwen’s apartment. She wasn’t there, and her suit was gone.

He was okay with that. So Gwen wanted to go patrol on her own, he didn't care. Okay, maybe a little, but it was fine. Gwen could handle herself. But she could not handle an electrical man by herself. If...if that’s what this was. Quickly, Miles changed into his suit and swung out of the building.

He figured that Gwen would immediately start talking on the comm channel, once seeing that Miles was on. But it was silent. So, he searched up her location.

_Avenger Tower_ the scanner read. “What the hell?” Miles asked himself, still chasing the shock waves. _Why was she there? Did she let the Avengers get her? Was she working for them?_

He opened the comm channel and began to talk, hoping to get Gwen’s attention.

Once she finally opened it up, Miles shouted, “Gwen! Where the hell are you?” He had to hear her admit it. Because why would she be there?

“Miles, I’m fine.” She said, trying to be soothing. “I went out-”

“ _Alone?”_ _To the Avenger Tower?_

“I’m not that hopeless, Miles.” There was a hint of amusement in her voice. That idiot. “Anyway, I went out, and Spider-Man asked me to eat lunch with him, and now I’m at the Aven-”

“You’re at Avenger Tower?” He tried to seem surprised, but he was happy to hear her say it herself. But he was on the edge of freaking out, since the shock wave was going to the Tower.

“Yep. Cool, ain’t it?”

His eyes were about to pop. The thing was getting closer. “There’s a shock wave going there right now! Get your ass out of there!” 

The comm disconnected, as the shock blob smacked into the side of the Tower.

“GWEN!” Miles shreeched, getting to the crumbling building. He noticed a bunch of people getting out of the wreckage. But they didn’t matter right now.

He needed Gwen.

He found her high up, next to Spider-Man and Ironman, who were trying to calm down a very angry Bruce Banner.

“G-” Miles started, remembering that they could all hear him. “Are you okay?” The mask faced him, and he could hear the troubled breathing that the girl was having. Without a second thought, he tore off the white mask.

Her blue eyes were filled with tears, and she instantly began to cough. Miles pulled her to her feet.

“I’m...fine…” Gwen whispered, pushing away as a few more coughs escaped her throat. “Help get the people to safety. I’ll be down there soon.”

“Not without you.” Miles pulled the girl to a seat before glancing at the few Avengers. Doctor Banner seemed to have calmed down, and Ironman was watching them. Spider-Man was gone, probably to help the people.

“Hey, is she going to be okay?” Ironman asked Miles, his helmet facing the two.

Miles nodded. “We won’t be long.”

“Cool, then can you get Bruce down? I want to find the bastard that dared to destroy my tower.” Ironman gave them a little wave before blasting off.

Doctor Banner walked over and placed a hand on Gwen, who was still coughing and breathing a bit heavily. “Are you sure she’s okay?”

“Gwen had a lung problem before the spider bite.” Miles explained. “Lung cancer. It wasn’t that bad, yet. The bite healed most of it, but when it’s too dusty it gets kind of bad.”

Since most of the coughing had subsided, Gwen stood up. “Uh, Doctor Banner, can you grab my mask?”

“Sure, kid.” Doctor Banner ran over to where the white mask, now slightly covered in dust, laid and picked it up. He walked back to Gwen, handing it to her.

“Okay,” she turned to face Miles. “You still have those spare web shooters?”

Miles nodded and reached into one of the hidden compartments. “Using the prototypes?” “Yep.” She took the small pieces of metal and snapped them onto her wrists. “Ready to go, Doctor?”

“How are you going to carry me?” The doctor asked, a bit nervous. Gwen laughed.

“Piggy back. Don’t worry, I won’t drop you. We aren’t going very far.” She bent down as Doctor Banner slowly walked over. “I do this a lot.”

“I still don’t think that’s very safe.”

“It’s either piggy back or bridal carry.”

Doctor Banner got on her back, and Gwen slid back on her mask. Then, making sure that Banner wouldn’t fall, she launched herself off of the building. Smiling as the two made their escape, Miles decided to go help with the evacuation. So he swung down, grabbing people that were stuck high up. Setting them safely on the ground, he kept doing the same thing until everyone was down.

Or, until he was hit with a bolt of electricity, throwing him back. He tumbled onto his back before being able to push himself up. Staring through the dust, he saw the electric stuff return. And now, a visible man. 

“So, what are you calling yourself? Spider-Kid? Spider-Man the second?” The man said, taking big steps towards Miles. “Whatever it is, I’m afraid I’ll have to put an end to it.”

“Well that’s a shocker.” Miles replied, standing up. “You aren’t the first, mister.”

The man laughed as more electric rose from the ground. “Ah, well I’ll be the first to fulfil it, kid. I’m a lot more than your run-of-the-mill crooks.”

Miles laughed. “A challenge? That’s new.”

Electricity started to flood towards Miles, but he jumped onto a crumbling wall and hung there. “You know, power corrupts.” He joked. “Especially at the electric company.”

“STOP MAKING PUNS!” Another wave of shock came at Miles, but this time he was pulled away by another web, barely dodging the yellow waves.

“You fight a spider,” Gwen said, helping Miles up. “You get the spider jokes.”

“And if you fight three, well, that’s just strange.” Spider-Man swung in, landing on the other side of Gwen. “You should feel ex-static, sir.”

Another wave came at the three, and they all jumped onto separate perches. There wasn’t any way that the man could shoot at all three at the same time.

“How should we do this, Miles?” Gwen asked. “I won’t be able to get in, and neither will Spidey.”

“Always leave the hard stuff on me, huh?”

“You can turn invisible. Suck it up, and get your ass down there.”

Miles sighed and waited from the electric man’s eyes to move until jumping down and disappearing. Then, charging up a venom strike, he walked forward and, dodging the shock, he laid his hands on the man’s neck. Letting the strike through, he quickly jogged a bit back as the shocks rose simotamusly to the man’s cries.

“Where’s that little bugger?” The man shouted, falling to the ground. The electric slowly disintegrated, and Gwen, Spidey, and Miles looked over the man.

“You’re under arrest, mister Shocker man.” Spidey said, webbing him to the ground. “I’m sure that you know the rights you have, the right to remain silent and that jazz. Cops will be here soon.”

“You….damn….kids….” The man coughed. “I...know who...you two are….G-”

Gwen shot a web as his mouth. “You’re wrong, mister. I don’t know you, and I never want to see you again.”

The man hissed, so Miles used another venom blast to shut him up. Sighing, he looked over at his friend, who was rubbing her neck.

“Well, that was new.” She said, beginning to stretch. “Nice job, boys.”

“Could be saying the same to you.” Spidey pipped up, and the two teens looked at him. “Good work. But you still need some work.”

Gwen smiled. “Stop critiquing us. You weren’t amazing when you started, either.”

“That’s true.” Spider-Man smiled. “Hey, since we’re all Spider-Men...you guys want to form a team?”

“A team?” The teens asked, a bit nervous.

“Ya, a team! We can call it,  _ the Spiderlings _ . We’ll be unstoppable!” Spidey’s tone made him seem like a kid, and he seemed to be fanning over the situation. Grinning widely, Gwen turned towards Miles.

“Think we could make it work?” She asked her best friend.

Miles nodded. “Why the hell not?”

  
  


**_Breaking News - A team of three Spider-Men have formed a group. Will this group eliminate all crime in NYC, or will they become the worst group of menices that the world has ever seen?_ **

 


	7. Chapter 7

**Next Week-**

 

Miles and Gwen were at lunch, sitting at their lonely table with Hobart and his current girlfriend, Cindy Moon.

“Gwendy!” Hobart whined, as he tried to take Gwen’s drink. “I’m thirsty!”

“You have a girlfriend.” She replied, smirking and taking a drink. Hobart gasped dramatically, and both Miles and Cindy bursted out laughing. Gwen smiled widely.

Cindy handed her boyfriend a water bottle. “Here you go, Hobbie.” 

“Oh, ye fine lady, you have my greatest thanks.” He screwed off the lid and chugged half the bottle in a few seconds.

They continued to talk, and as the activity bell rang, they stood up and began to slowly walk outside. Cindy and Gwen began to walk ahead, discussing some project that they were doing.

“So, when are you going to ask Gwendy out?” Hobart asked quietly, making an effort to not let anyone hear. For the first time, he was serious.

“I’m not going to ask her out.” Miles replied, sighing. This was a routine topic, since Hobart knew that they both liked each other.

Hobart groaned. “I know you like her, Miles. And she likes you! Why won’t you just walk up to her and ask?”

“I’ve been friends with her since I was a baby! I don’t want to ruin our friendship. Anyway, she’s like my older sister. It feels weird.”

Sighing, Hobbie patted his friend’s shoulder. “Man, you’re hopeless.” They walked outside, and he took a deep breath. “Hey, the dance is in a few weeks. Ask her to go to it with you.”

“Neither of us like dances, Hobbie.”

“Take her to dinner! Go watch a movie! Do something together!” The two boys watched as the girls came back over.

“Hobbie!” Cindy shouted, pulling Gwen by her arm. “Tell Gwen that we should all go on a vacation over Thanksgiving break!”

“Oh right! The vacation!” Hobart grinned widely. “Come on, Gwen, Miles, you two would have so much fun! We were planning on going to a indoor water park upstate for a few days, and it’s going to be hella fun!”

“And I still can’t swim.” Gwen replied, sighing. “If I go I’m just going to embarrass myself if I do go.” She met Miles eyes. “But I won’t stop you from going, Miles.”

“I’ll think about it.” He smiled at Gwen, watching her own smile grow. “Although you could learn how to swim there.”

“Miles I’m going to punch you.”

“Don’t hurt me!” He covered his face as she walked forward, pretending to punch him. The ‘punch’ was very slow, since she knew how much strength that she could actually put in a punch. But she eventually softly touched his face, defying gravity as she tilted at an awkward angle. The four laughed as Gwen finally fell and barely caught herself.

“See what I mean, Cindy?” Hobart whispered to his girlfriend.

“I could see it when I first saw them together.”

Gwen and Miles whipped their heads over to them, clearly hearing what they had said. Suddenly, Miles’s phone buzzed. He grabbed it and read it.

“What’s up?” Gwen asked, looking at the message. 

“We’re going to be picked up today.” He replied, adjusting the phone so she could read it.

“Awesome!”

“What?” Hobbie asked, whining once more. “You’re leaving me?”

“Sorry Hobart.” Gwen smiled at him. “You won’t be able to tell everyone to ship Milen today.”

“Let’s do this more often.” Miles said.

The bell rang once more, and the four teens had to return to class.

 

\--------------

 

“So,” Tony Stark asked, sitting in the driver seat of a car that is more expensive than the apartments that Miles and Gwen lived in. “You two are the new spiders?”

“Why are we meeting  _ you, _ ” Gwen asked. “And not Spider-Man? Not to be rude, or anything.”

“He’s getting ready.”

“For what?”

“Well, Spidey’s going to train you.”

Miles and Gwen looked at the man, confused. “We don’t need training.” Miles said. “We’ve done well by ourselves.”

“It’s more team-building. Trust me, the Avengers do it all the time.” Stark explained, sighing. “God, you remind me of Peter.”

“Wasn’t Peter your intern?” Gwen asked. “Let me guess, he’s Spider-Man?”

“Wow, didn’t take you long.”

Miles glanced over to his friend. “How did you figure that out?”

“Stark doesn’t seem like a person that would just randomly get an intern. And it conveniently was when Spidey got a new suit. Anyway, remember that day at the building, when we met that man named Peter?” Miles nodded, having the clues slowly click in his mind. “He was a lot stronger than normal people, and he didn’t look very strong.”

“How would you know? He didn’t hurt anyone.”

“He was able to hold me back, and I wasn’t trying to be subtle.” Gwen looked at her wrist, the one that had been sprained. Somehow, it had healed overnight. Their healing factor depended on how many nutrients that were in your body, but even Gwen, who was, at the time, getting barely enough to eat before, had a quick healing ability.

“Do you mind telling me what had happened that day?” Stark asked, looking back at the two.

Gwen looked desperately at Miles. He remembered her face during it, covered in blood and bruises. Now, she had gotten hurt during patrols, but so had he and they didn’t think much about it. But when it was just normal Gwen, the girl that he grew up with, it was horrible.

Bruises on her neck, cuts on her shoulders, scrapes everywhere…

“Neither of us like to talk about it.” Miles whispered. “It’s...a bad memory.”

Stark sighed. “Well, I won’t pry. I’ll ask Peter about it later, though. I’m curious to know more about you two.” The older man looked out the side window. “Here we are, at the Compound. Peter will be meeting you in the gym. Just go inside and ask Friday directions.”

“Okay.” The car parked in front of the huge building. “Thank you, Mr. Stark.” Gwen smiled and waved as she and Miles got out of the car. Together, they walked to the front of the building.

“So…” Miles whispered. “Are you sure we want to form this team with Spider-Man?”

“I honestly don’t think we have a choice, Miles.” She replied, crossing her arms. “You do have your suit, right?”

“Yep. Come on.” Miles walked up to the doors and pushed them open. Gwen followed him closely, glancing around to take in the surroundings.

_ “Hello Mr. Morales, Miss Stacy.” _ A robotic-ish female voice said from the walls. Gwen jumped and let out a quiet screech, while Miles just stopped and let Gwen crash into him.

“Who the hell are you?” Miles asked the walls.

_ “My name is FRIDAY. I am Boss’s AI system. To get to the gym, go to the elevator and head to Floor B.” _

“O-okay Friday.” Gwen said, and began to pull Miles into the nearest elevator. Clicking a button on wall, the doors shut and the two leaned against the wall.

“You ready for this probably painful afternoon of training?” Gwen asked, grinning to her ears.

“Well, what else is there to do?” Miles replied, sighing and stretching his leg out. A loud  _ crack _ rained through the elevator. Gwen bursted out laughing. Miles soon joined her.

The elevator door opened to show two teens laughing their asses off. Peter looked in, watching as the two walked out, out of breath and with red faces. He smiled and fake-coughed.

“You two ready to start?” He asked, waiting as the two slowly caught their breath.

“Yep. We’re ready.” Gwen told him, smiling and taking her backpack off of one of her shoulders. Miles did the same and they began walking into the gym.

The gym was freaking huge. One section was covered in wrestling mats and some punching bags. The rest was mostly empty, but there was a workout room on one side, and showers. There was even a swimming pool.

“Since you both already have web-shooters and can swing pretty well, we won’t work on that.” Peter told them, and pointed at the showers. “There are sweats and some t-shirts for you two to put on in the lockers. Gwen, your locker is 12, Miles, yours is 18. Go change quickly. The keys are in front, grab yours and try not to lose them. Oh, and you can keep your backpacks in there.”

“Race you to the showers!” Miles said as he finished, and the two sprinted off to the shower. Laughing, they each walked into the separate rooms.

Gwen quickly found the key for her locker, and opened it to reveal grey sweats and a black t-shirt. She set her backpack inside and pulled off her red t-shirt to pull on the black one.

As she grabbed the black shirt, Gwen looked in the mirror. Looking on her stomach and chest, she could see the scars that she had gotten from life, and one or two from patrol. Most of them were memories from her past. Slowly, she ran a hand over a thin scar on her right side. One of the first ones she’d ever gotten.

But that was her past. She was, finally, leaving it behind.

Her mom was dead, and that still hurt.

Her dad and uncle were, hopefully, in prison.

Miles was by her side, like he has for years.

Pulling on the shirt, she was pushing away from past, and getting ready to take the next steps into becoming a superhero.

 


	8. Chapter 8

Gwen, Miles, and Peter had trained for hours. Mostly, it was fighting skills. Peter was surprised that Gwen and Miles were so good. Clearly, it was instinct to fight.

“So, I need to make sure about a few things.” Peter said, as the three sat on the floor, sweaty and tired. “Who all knows your abilities? Parents? Friends?”

“Just each other.” Miles replied, wiping his forehead.

“Okay, you two go to the same school? Where?”

Gwen rose her hand. “Visions Academy. I’m a senior, Miles’s a sophomore.”

“Okay, can you both swim?”

Miles smiled and looked at Gwen, who had groaned and covered her face with her hands. “Is that really important?” She whispered, clearly embarrassed.

“Hey, it’s not stupid that you can’t swim! I had trouble until I was thirteen!”

“But I’m  _ seventeen _ , Peter.”

Peter held back a smile. “Well, we can work on that later. The both of you look tired. Why don’t you guys take a shower, and we can get something to eat?”

“Good idea.” Gwen stood up and began to pull her hair out of her ponytail. Without another word, she walked in.

“Can she really not swim?” Peter asked as he and Miles walked to the Men showers.

“Nope. She really hasn’t had time to work on it.” The two pulled off their shirts. “I personally haven’t swam for years. Can we work on that tomorrow, maybe?”

“You really want to do this again tomorrow?”

“Yes! This is amazing! Training with Spider-Man is a dream come true.”

Peter laughed and walked into one of the shower. “Remember, _Kid Arachnid,_ you’re getting your way up there too.”

“I’m still wrapping my head around that.”

 

\-------------

 

The three went to Los Tacos, an extremely good Mexican restaurant up in Manhattan. They each got a crap ton of food and found a nice place to sit. They began eating, and joking around like they were old friends.

“Ya, during one of our annual Mario Kart competition,” Peter said, brown eyes lighting up like fireworks as he remembered the event. “It was Clint, me, Nat, and Scott. Rainbow Road. Last lap. And Clint’s first, I’m third, Nat’s fourth, and Scott’s last. Nat’s cursing her head off, trying to get past me. Scott’s pissed, Clint’s laughing his head off. I’m the only one who’s calm. None notice when I get a blue turtle shell. I throw it, hits Clint. I fly into first place, and we’re just in front of the finish line. And then,  _ boom! _ Power shuts off. It takes Tony like, a minute to get it back on. And then, we go back to playing, but the game glitches and Scott’s first!”

The three laugh a bit, and spend a minute eating in silence before continuing. 

Miles began to tell a story about one day in gym during middle school, when they had been playing dodgeball. 

“I aim at this guy’s face, knowing that he’s going to duck. I was going to hit the gi-”

The window next to them shattered as a police officer was thrown clean through the window. The three Spiderlings shot up and grabbed their backpacks. “Gwen, Miles, go get changed.” Peter whispered, and the two ran off.

Once the two were changed, they sprinted back out and got into the action.

“It’s the Electric guy again!” Gwen shouted into the comm.

“Great. Gwen, do you have any way to connect the comms with Peter?” Miles asked, watching said man help people get out of the way.

Gwen dug into her pocket and gave him a small piece of metal. “Comm link. Peter and I are already connected. Just slide it into your visor.”

The two jumped out of the building and stuck to the wall as they tried to get the man’s attention.

“How the hell did you get out of prison, mister?” Gwen asked, once he finally saw them.

“The Spiderlings!” He shouted, walking closer to them. The yellow electricity followed, encircling him. “We meet, once again.”

“You didn’t answer my question.” She shot a web at his face and tried to pull off his mask. It didn’t work, and a bolt of electricity shot up the web. She let the web go, and jumped to a better perch.

“Okay, how do we take this guy down?” Peter asked in the comms, jumping onto the scene.

“Still trying to figure something out.” Miles replied, cracking his knuckles and letting his own electricity crackle.

“I already built a resistor to that, kid.” The man blasted a bolt at him, so he dodged. He was fine, but the wall next to it wasn’t. 

“Okay, he’s in an electric suit.” Peter said, as he dodged the bolts that were firing at him. “So an obvious weakness would be water.”

“Thanks for the information, Mr. Scientist.” Gwen flew above the electric man’s head. “But we don’t have any water.”

“Okay…” Peter’s mask eyes squinted at the man. “Umm...there seems to be a weak point on his back. Gwen, try shooting at it.”

“Aye sir!” She launched herself into the air and fired a web at the glowy spot that was on her visors.

It crackled a bit, but didn’t seem to do much.

“Good job. Power has decreased by 20%” Peter swung around as the electric man kept firing at him. “Miles, see the dot on your visor? Shot at it.”

“Got it!” He fired, and it hit a crack on the neck of the suit. Another crackle. “That do anything?”

“Another 20%. Okay, focus an attack on his chest. All three of us, at the same time. I’ll use a web attack. Miles, can you concentrate your venom onto your webs?”

“I can try.”

“Good. Gwen, you go in for a kick. Get in position.” The three all perched together, just a few feet apart. “GO!” 

Gwen jumped, shooting a web and swinging right for the man. Peter muttered something and shot out a web. Miles closed his eyes, forming a venom attack onto his web and firing.

“YOU DAMNED SPIDERS!” The man yelled, firing a bolt at the girl that was coming right at him. It barely hit, only managing to burn a line on her shoulder. 

Simultaneously, Peter’s bullet, Miles’s venom web, and Gwen’s foot met the same spot. The armor shattered into millions of pieces, leaving a scarred man on the ground. But as it shattered, an electric wave bursted and shocked everything within a 5-foot radius, including Gwen.

The two Spider-Men watched as the girl crumpled to the ground. “GWEN!” Miles screamed, zipping down and falling right next to her. Peter swung down to web the man to the ground.

“Karen, can you tell me who this man is?” Peter asked his suit AI.

After a second, she replied, “His name is Max Dillon. He is a head scientist for Oscorp industries. One day, he was in an accident that caused him to become partly electric. Once Norman Osborn found out, he created a suit to help control the electricity emanating from his body. Now, he’s trying to take down Oscorp’s main enemy, Stark Industries.”

“So Osborn’s after SI, huh?” Peter asked himself. “Karen, can you please send this information to Tony?”

“Will do.”

Peter turned back over to the teens. Gwen was still out, and Miles was gently picking her up. “Peter, we have to get help for her.”

“Cool, I’m going to call over a medic. We’ll get her help, don’t worry.” Peter opened another call link and called the Avengers medic team. “Hey, can we get a medic? We need to treat an electric shock.”

_ “How bad’s the shock?” _

“Strong enough to knock out a seventeen year old female with enhanced abilities.” 

_ “Keep her off the ground, and we’ll be there in a few minutes.”  _  The call ended.

“They’ll be here in a few minutes.” Peter turned back. Now, Gwen’s mask was off and she was slowly waking up.

“W-what happened?” She asked, groggily.

“You took out Electro here like a badass.” Peter told her.

Miles set her on her feet, and she leaned against him. “Ya, it was sick, Gwen.”

“You say that like I did it all by myself.” She smiled. “You guys were amazing, too.”

The boys smiled back, and Miles took her to sit down on some nearby steps. Peter kept a watch over Electro. Damn, that was a decent name, huh?

A car appeared, and a woman walked out.

“Where’s the girl?” She asked, then saw Gwen sitting on the steps. “Miss, are you the one who was electrocuted?”

“Huh? Oh, yes.” Gwen nodded, and tried to stand up. As she stumbled, Miles shot up and grabbed her arm. They walked together to the nurse.

The nurse pulled out a First Aid kit and began to check her up. “Okay, a large cut on your right shoulder, but it’s already started to heal so it’s fine. And you’ll just have to wait a while until your muscles recover. I recommend taking a nap or resting. But, you’ll be fine by tomorrow.”

“Okay. Thanks, miss.” Gwen smiled at her, and the nurse left. Soon, the police came and arrested the man. 

“Thank you, Spider-Man, White Spider, Kid Arachnid.” One police officer said. “You’ve taken him down for good.”

“And let’s keep it that way.” Peter replied.

The police left, and the three were alone once more.

Peter went back to the restaurant, which, besides for the windows, was fine. He grabbed the three backpacks and jogged back to the other two.

“Hey, no one’s around. Put your clothes on over your suits and I’ll drive you two home.” Peter told them, tossing Miles two of the backpacks.

Once they were all changed, they made their way to the car. Surprisingly, it had sustained minimal damage. Peter climbed into the driver’s seat as Miles helped Gwen inside and sat down next to her.

As they began to drive away, Miles rested an arm on Gwen’s shoulder. “Does anything hurt?” He asked softly.

“My shoulder, and all my muscles are sore. But I’ll be fine.” She smiled back, and leaned her head against the seat. “And I’m tired.”

“I’ll walk you up to your apartment. Mom and Dad’ll still be at work, so they don’t have to worry. I’ll just tell them that I was hanging out with you up there and you had homework.”

“Thanks, Miles.”

“Anytime.”

They were silent until the apartment building was in very.

“Well, I’ll see you two later.” Peter said, parking in front of the building. The two unbuckled and slowly climbed out. Gwen now wasn’t relying on Miles to walk, but she was still limping.

“Later, Peter.” The two said as they made their way inside.

Peter smiled at the two, and drove off.


	9. Chapter 9

**3 days later-**

 

The weekend had finally come, and both of Miles’s parents were working. That meant that he and Gwen could go finally get over to the Compound.

The day after the fight with Electro, Gwen’s muscles were too stiff to really do anything but walk. So they couldn’t go over. Then Miles’s parents were home, and they couldn’t sneak out without them knowing. But now, they were free.

“Okay, Peter knows we’re coming.” Gwen said, throwing Miles’s suit at him. “We’re going to meet him somewhere, so just follow me.” After a second, she asked, “Hey, do you know what happened to the red and blue suit I made?”

“The spare? No clue.” Miles began to pull on his suit. “Sure you didn’t move it?”

“Pretty sure.” She pulled off her shirt to reveal a tight black tank top and pulled her suit up. “This isn’t good. Someone might know.”

“Hopefully not. You probably just misplaced it.” Miles opened the window. “Come on.”  Gwen shut the trap door and climbed down, pulling her mask over her face. Smiling, she jumped through the window and began to swing off.

 

\-----------

 

“A meeting?” Gwen asked Peter, who had just finished explaining something. “But we met you about a week ago.”

“I know, I know. But I got some information on Oscorp that I need to tell Tony, and you guys would probably like to hear it too.”

Miles spoke up. “So it’s us three and Stark?”

“And Dr. Banner. But that’s it. So you guys can take off your masks, if it’s more comfortable.” “But Dr. Banner hasn’t seen us mask-less.” “Wrong.” Gwen told her friend. “That event at the Avengers Tower? When I had to take off my mask to breathe?”

“Right.” 

They made their way to the Compound, where they jumped through a top floor window and walked to an office room.

In the room sat Dr. Banner and Stark, waiting for the three. Gwen and Miles pulled off their masks and sat down across from the two adults, and Peter sat and the end of the table.

“Okay, the reason I bring you here is an important one.” Peter started. “It’s about that Electro guy, and Oscorp Industries.”

“Those bastards?” Stark grumbled, and Dr. Banner kicked him from under the table.

“Electro is a man named Max Dillon. Currently, he is in prison. But, he was a head scientist for Oscorp. One day, he was caught in an accident that gave him his electric abilities. Apparently, Norman Osborn made the guy a suit to help channel his power and sent Max after SI.”

“They’re after SI?” Gwen asked, slightly confused. “But why would they send mutants? Don’t you guys have the Avengers on your side?”

“That is true…” Dr. Banner told the girl. “But considering how rarely many Avengers are at the Compound at one time, it would be a smart tactic.”

“And speaking of that, the whole Avengers team had been called overseas.” Stark said. “If this is going on, then I don’t think we should leave.”

“But they need help.” Miles replied. “You can’t just leave them to fend for themselves. Gwen and I-”

“You two can’t take care of this on your own.” Peter told him. “Sorry, but this is big.”

“So we’re not supposed to help?” Gwen looked at him. “That’s stupid. You don’t know our full potential. And we aren’t going to sit back.”

Peter sighed. “No, I’ll stay here with you.”

“Just you?” Stark asked. “I don’t like it. It’ll probably be better if we let another person stay back with you.”

“No, there’s another thing.” Peter replied. Taking a deep breath, he said, “Oscorp has an anti-serum.”

“Anti-serum?” The other four asked.

“Like, to the spider bite?” Miles asked, looking at his hand where his spider had bit him.

Peter nodded. “Yep. But they aren’t planning to ever use it. And, on a darker note, they purposely released spiders into the city.”

“ _ What?” _

Stark slammed his hands onto the table, Dr. Banner turned a scary shade of green, Miles clenched his fists, and Gwen sat still, shocked. 

“This is stupid…” She whispered. “He’s going to ruin so many lives…”

“Let’s go kill that bastard!” Stark shouted, summoning his armor already.

“Tony, that’s a stupid idea.” Peter said calmly, but everyone knew that he was pissed. “We can’t just storm the place. That’s a bit illegal. But what we need is solid evidence.”

“And you’re planning on using Gwen and I for that?” Miles smirked, looking at his partner. “I’m up for it. Gwen?”

The girl shook her head a bit, letting her shocked expression fall into a mischievous one. “When am I not?”

Peter smiled at her reply. “Well then, here’s the plan.”

“Tony, Dr. Banner, you guys are going on the Avengers mission. Sorry, but Miles is right. Those people overseas need you more.” He moved his head to face Gwen and Miles. “The two of you are going to infiltrate Oscorp Industries. Focus on the Bio labs and Norman’s office. Just, whatever you do,  _ don’t  _ get caught. Norman will immediately point the blame to SI. And that’s exactly what we don’t want.”

“What are you going to do?” Gwen asked him, a spark lighting up her eyes.

“Search for any signs of people getting bit. Anything. We’re going to get that anti-serum, and cure everybody.”

Suddenly, there was a crash outside the room. Gwen, Peter, and Miles pulled their masks up and sprinted out of the room.

It was a guy, in the stolen suit. But now there were rubber spikes on their head, and a sleeveless leather jacket. And a woman followed him, in a black suit with a white chest. She wore a red mask, and her eyes and head were visible. Peter and Miles both got into a fighting stance, but Gwen stayed still.

“Hey Cindy.” She said, nonchalantly. The woman’s eyes widened. “Whatcha doing?”

“How did you-”

“Gwendy!” The man said, opening his arms out wide. “Didn’t expect to run into you here. How’s it going?” Hobart looked over at Miles. “Guessing you’re Miles? Who else would Gwendy team up with?”

Miles pulled off his mask, and Gwen followed suit. Laughing, Hobart pulled his off, and Cindy removed her face mask. “How did you guys know?” She asked.

“You have half of your face uncovered, Cindy. It’s pretty easy to tell.” Gwen replied, smiling a bright smile.

“And anyone could recognize Gwendy’s voice.”  Hobart smiled, and looked over at Peter. “Woah! The original Spider-Man? That’s so cool! Nice to meet you.”

“You just saw him?” Cindy asked, staring at her boyfriend like he was a complete idiot. Which he was. “You idiot.”

“So, you four are all friends?” Peter asked, still having his mask off. “You two, Hobart and Cindy, right? How long have you two had your Spider abilities?”

“Uh…” Cindy began to mumble and count on her fingers. “Three weeks? Maybe four?”

Hobart grinned. “Last week. Like this amazing suit I found?”

“That’s a suit that I made, Hobbie.” Gwen told him. “How did you get it?”

“It was in my room. It just appeared, so I wore it.” 

“Someone’s going to murder you one day, and I’m not even going to be surprised.”

Hobart just smiled at her. “Doesn’t take rocket science to figure that out. Anyway, this suit is great! Almost my perfect size, how is it so perfect if it wasn’t made for me?”

“I made it with Miles in mind.” Gwen explained. “And you two have about the same measurements. But I see you ‘modified’ it.”

“Ripped my favorite leather jacket for it, but it’s totally worth it. I look badass!” He pointed at Peter. “I could take you on!”

“Don’t, kid.” Peter sighed and ripped off his own mask. He looked over at Gwen and Miles. “Change in plans. Miles, infiltrate Oscorp on your own. Gwen, stay here and train these two. I don’t want them roaming around without knowing how to fight.”

“Okay.” Gwen gestured to the two new Spiderlings and they began to run down the hall.

“Peter-” Miles began, but Peter only patted his shoulder.

“You can do it, Miles. I know you’ve always worked with Gwen, and it probably seems scary to actually work on your own for once, but you’re our best bet for a stealth mission. Gwen’ll be fine, and we all hold every ounce of confidence in you. So stop worrying.”

Miles smiled back at him. “If you find any more people who are willing to join us, then I’ll help train them when I get back. But I refuse to train Hobart. He’s an idiot.”

“I figured that out. But I’m sure Gwen can handle him. And Cindy.”

“Ya, she can.” Miles turned around to the broken window. “I’ll be back. Don’t worry.”

“I’m not the one that’s worrying.”

“Then tell Gwen to stop. She has her own task to focus on.” He looked back at him. “And make sure that she doesn’t kill Hobart. He tends to pick on us, and she can actually use her powers on him now.”

“I’ll have check up on him. Now, go.”

“See ya!”

 


	10. Chapter 10

**Notes for the Chapter:**

> It's been a while, hasn't it?  
> Sorry, I've been trying to write, but I keep getting distracted.
> 
> But I got one done today!
> 
> Thanks for reading!

It was getting dark by the time Miles finally found the right Oscorp building. The city was huge, and they owned almost as much as SI.

“Okay, so check out the BIO labs?” Miles asked Peter, over the comms.

“ _ Then check Norman’s office. He’s probably keeping information in there, too.” _

“Thanks Peter.” 

Miles uncovered a vent shaft and climbed in, closing it as he crawled forward. He had to move slowly, because the shaft was tiny and made a lot of noise.

He had a mini-map in his visor, showing him how to get to the BIO labs. Apparently, they were underground. So he had to find an elevator shaft.

Slowly crawling around, he scanned the map for any sign of an elevator.

_ “Tell me again, Dr. O’Hara.”  _ A man said from under Miles. Miles froze. Peering down, he saw a man with brown hair and a man with black hair. Both were wearing white lab suits.

_ “Subject M1Y41Y is almost ready, Mr. Osborn. It should be finished next month.”  _  The black-haired man replied.  _ “I’m going to go check on it now.” _

_ “Alright.” _ The brown-haired man turned the corner, and Miles began to follow the black haired man.

When they finally got the elevator, Miles quickly ran down the elevator shaft to the bottom floors.

He carefully moved out of the elevator’s way as it came back up. Turning himself invisible, he forced open the doors and quietly walked in.

Walking in, he glanced around the huge lab. It made him want to throw up.

There were tubes filled with goo and...he didn’t want to know what else. Children, pets, other gloops. Disgusting.

Still, he began to take a video, examining everything. There was a lot to see, and Miles couldn’t help but touch all of the tubes. 

_ Subject 2E1RS... _

_ Subject M512I121… _

_ Subject 95FD200… _

_ Subject...M1Y41Y! _

He zoomed in on the tube, which was bigger than the rest. It looked like a teenage girl, who was in a black swimsuit. Her hair was extremely long, and brown.

The black haired man grabbed a clip board and began to write things on it. Miles was a bit too far away to hear his muttering, but he heard a few things.

“ _ Senses...blood pressure...Parker…” _

_ Parker? _

Miles walked closer, trying to be as quiet as possible. Slowly, the man’s voice began to get louder. He was taking tests on the girl, adding chemicals into the goo and taking out what looked like blood samples. Gagging, he walked over to the nearby desk and scanned over a few sheets of paper. The information was very, very disturbing.

Miles stopped the video and moved back, accidently moving a stack of papers.

The man whipped his head over, and walked over. “Who’s there?”

Miles tried to back away, but the doctor sighed. “Look, I’m not going to hurt you. I can see your heat signature.”

Forcing a strong Venom blast into his hands, Miles appeared. The doctor smiled kindly and nodded. “Another Spider-Man? You’re Kid Arachnid, right?”

“Yes.” Miles pointed at the girl in the tube. “What is that?”

“Don’t worry, kid.” The doctor walked closer, while Miles walked backwards. The man got to the desk and adjusted a few papers. “I’m Miguel O’Hara. One of the head scientist here.” Dr. O’Hara pointed to the tube. “And that is Subject M1Y41Y, one of Oscorp’s biggest secrets.”

“Why did you?” Miles asked, his temper rising. “Did you seriously kidnap a child?”

“Oh no! No no no. Kid, remember this. This wasn’t my idea. This,” Dr. O’Hara gestured to the whole lab. “Is 100% Norman Osborn.”

“That doesn’t answer my question.”

“M1Y41Y is not a kidnapped child. It was actually created from the DNA of one Peter Benjamin Parker.”

“Wait…” Miles held his hand up as a stop sign, and thought for a second. “How the effing  _ hell _ did you get Peter’s DNA?”

“Peter Parker. The original Spider-Man. It’s actually easy.” Dr. O’Hara looked back at the tube. “M1Y14Y is ready to leave the tube. It’s supposed to be one of Oscorp’s greatest weapons against Stark Industries and the Avengers themselves. But I refuse.”

“How long has this been here?” “Three years. But we used an enhanced growing system. And Norman’s plot against Stark? Eight years. But we’re going to end it.”

“We?”

Dr. O’Hara grinned and began to stick to the wall. “I’m like you, kid. You, Spidey, that White Spider girl, and those new two that flew by earlier. And I’ll join you. And so will M1-”

“We are not calling her that.” Miles interrupted, and snapped. “Mayday! That’s her name.”

“Good. Now, stand back.” Dr. O’Hara pressed a few buttons on the tube. “And be ready. I don’t know what’s going to happen.”

Before Miles could reply, the liquids in the tube began to empty, and it slowly opened. The small figure of the girl began to fall, but Miles’s quick reflexes caught her.

“Perfect. She should wake up in an hour or so. Now, we have to get out of here. I know how to get to the Avengers compound. Let’s go, kid!”

Dr. O’Hara led the boy, who had begun to carry the unconscious girl in his arms, into a garage. Sliding in the backseat with the girl’s head on his lap, he turned invisible, and a ramp appeared. O’Hara shot up the ramp and began to speed over to the Compound.

 

\-------------

 

“Miles will be back soon, right?” Cindy asked, slightly panting after a few hours of Gwen’s ‘Spidey Training’. To be honest, hanging out with Gwen was always really fun. But Cindy knew for a fact that she wouldn’t feel her legs or arms in the morning.

“Yep. He’s just getting some information, not like anyone’s going to find him.” Gwen took a drink of her water. “I have complete faith in him.”

“Can we take a break?” Hobart whined, laying on the ground. “I can’t feel my arms!” 

The two near-adult girls laughed. “Fine.” Gwen told him. “But criminals won’t wait for you to catch your breath.”

“I _hate you!_ ”  The three sat down and began to talk, when a female voice rang in the large gym. 

_ “Miss Stacy, Miss Moon, Mr. Brown, Peter and Mr. Morales would like for you three to meet them in the infirmary.”  _ Friday said, and immediately the three shot up.

“Friday! Is Miles okay?” Gwen asked as the three ran to the elevator.

_ “Mr. Morales is fine. He’s not the one injured, and neither is Peter.” _

“Who do you think it is?” Hobart asked, leaning against the wall. 

Gwen shrugged. “No clue. It’s not Miles or Peter, so I don’t see who it could be.”

The elevator stopped, and they walked into the infirmary, seeing Miles, Peter, and a doctor looking over a small girl. She looked to be about Miles’s age, but her body seemed...way to small.

“Hey guys.” Miles said, watching as the three came in. Thankfully, the three had taken showers before, so they didn’t make the room smell like sweat. “How was training?”

“Gwen’s the villain that’ll give us any trouble.” Hobart replied, walking closer to the bed. “Who’s the girl?”

“Mayday.” The doctor said. “She’s one of Oscorp’s biggest secrets.”

“She’s from Oscorp?” Peter asked, looking at the doctor. “Are you from there too?”

The doctor nodded. “Miguel O’Hara. But don’t worry, I’m not with Norman. I’ve been trying to stop him. Mayday, here, was his greatest weapon.”

“And we’re going to use it to take him down.” Gwen nodded. “The most cliche plot, but it still works.”

“That’s why it’s so cliche.” Miles smiled towards her. “Did you really push those two that hard? You still don’t know much about being a superhero yourself.”

“Revenge.” Was her only reply.

“Then I’ll join you for training tomorrow.” Miles winked at Hobart. “Your teasing years are gone, Hobart.”

Hobart’s eyes widened, and he began to shake. “NO! Nononononono I can’t go through that again! I won’t ever tease you again, I promise!”

A small groan came from the bed, and the six looked down at the girl.

Her eyes were now open, and they were the same shade of brown as Peter’s. “W-where am I?”

“It’s okay, Mayday.” O’Hara grabbed the girl’s hand. “Your name is Mayday. I am Dr. O’Hara.”

“May..day?” She slowly sat up, and looked at everyone else. “I don’t...have any memories. But...I know...everything.” She pointed at Peter. “Like that you’re...Peter Parker. Spider-Man. But I...don’t know anyone else.”

“All you know was implemented on your brain during your creation.” O’Hara explained. “Congratulations, you are the first fully-functional artificial human being.”

“Woah…” The others whispered, looking at the girl.

The girl tried to get out of the bed, but O’Hara stopped her. “Uh...Miss White Spider? I believe you’re the blonde girl.” He looked at Gwen. “Can you find some clothing that may fit Mayday?”

“O-Of course! I found some pretty small ones earlier. They should fit.” Gwen sprinted out of the room, sliding as she turned the corner.

“White Spider?” Mayday asked the room.”

“Her name is Gwen Stacy.” Miles told her. “She’s seventeen, and was technically the second Spiderling to be introduced into the world, me being the third.”

“Why are you guys here? Shouldn’t you be at school...or something?”  _ How did know what school was? _

Miles shook his head. “It’s a weekend. And my parents are at work. But...don’t bring up Gwen’s parents in conversation, ‘kay?”

“Why?”

Hobart butted in. “It’s a pretty sensitive topic. Not even we like thinking about it.”

“Oh. Sorry.”

“S’okay, kid.” Peter smiled at her. They were quiet until Gwen jogged back in. Handing the clothes to O’Hara, she and the rest of the Spiderlings were ushered out so O’Hara could make sure that Mayday was coping with everything. They were at the elevator when they stopped. “Where’s everyone going?” Peter asked.

“OH SHIT!” Miles shouted, grabbing Gwen’s wrist. “We need to get home! Mom’ll be home soon!”

“See ya guys later!” Gwen shouted as she pulled her White Spider mask from the pocket of her sweatpants and pulled it on. 

The two launched themselves out a nearby window and began swinging home. “They’re so...close.” Peter noted, making the two teens laugh.

“Everything’s surprised that they aren’t together. I mean, we all ship it.” Cindy smiled. “Let’s explain it over food.”

 

\--------

 

“What’s Oscorp like, Miles?” Gwen asked, eating dinner up in her apartment.

They decided to eat there, since Rio was exhausted from her shift and didn’t really need two talkative teens with loud voices. Miles took a bite of his takeout before replying.

“I didn’t really see much. But their vents are top quality.”

“Then I’ll tell Stark to upgrade his vents to be better.” 

“You better. Can’t have Stark falling in any of his fields.” The two smiled, and Gwen stood up to throw away her garbage. On the way, she stubbed her toe into the wall. Cursing the wall, she tossed her things into the garbage and sat back down.

As Miles was about to say something, Gwen shoot a web onto his mouth. “Don’t you dare.”

Once Miles finally got the webbing off his mouth, he sighed and said, “I’m going home. See you tomorrow.”

“Come early in the morning. Like, at eight.” Gwen told him, walking with him to the door. “I have some upgrades I want to work with you on.”

“‘Kay. Night, Gwen.”

“Night, Miles.”


End file.
